Cementos Pacasmayo Announces Early Tender Results of its Cash Tender Offer for up to U.S.$150,000,000 Aggregate Principal Amount of its Outstanding 4.50% Senior Notes due 2023

PRNewswire 7-Dec-2018 7:22 PM

LIMA, Peru, Dec. 7, 2018 /PRNewswire/ -- Cementos Pacasmayo S.A.A. (NYSE:CPAC), a sociedad anónima abierta incorporated under the laws of the Republic of Peru ("Cementos Pacasmayo" or the "Company"), today announced the early results of its previously announced offer to purchase (the "Tender Offer") for cash up to U.S.$150,000,000 aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.50% Senior Notes due 2023 (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated November 26, 2018 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated November 26, 2018 (together with the Offer to Purchase, the "Offer Documents").

As of 5:00 p.m. (New York City time) on December 7, 2018 (the "Early Tender Date"), U.S.$168,388,000, or approximately 56.13%, of the total outstanding principal amount of Notes were validly tendered (and not validly withdrawn). The table below identifies the principal amount of Notes validly tendered (and not validly withdrawn) and the principal amount the Company has accepted for purchase.

Title of Notes

CUSIP Numbers and ISINs

Aggregate Principal Amount Outstanding Prior to Tender Offer

Maximum Tender Amount

Aggregate Principal Amount Tendered(1)

Aggregate Principal Amount Accepted for Purchase

4.50% Senior Notes due 2023

CUSIP: 15126Q AA7

P2194P AA7

ISIN: US15126QAA76

USP2194PAA77

U.S.$300,000,000

U.S.$150,000,000

U.S.$168,388,000

U.S.$168,388,000

(1) As of the Early Tender Date, as reported by D.F. King & Co., Inc., the Tender and Information Agent for the Tender Offer.

The amount of the Notes accepted for purchase was determined pursuant to the terms and conditions of the Tender Offer as set forth in the Offer Documents. This press release is qualified in its entirety by the Offer Documents.

Holders of Notes validly tendered and not validly withdrawn on or before the Early Tender Date and accepted for purchase will be eligible to receive the Total Consideration (as defined in the Offer to Purchase), which includes the early tender premium of U.S.$30.00 per U.S.$1,000 principal amount of Notes. All payments for Notes purchased in connection with the Early Tender Date will also include accrued and unpaid interest from the last interest payment date for the Notes up to, but excluding, the early settlement date, which is currently anticipated to be December 11, 2018. In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m. (New York City time) on December 7, 2018. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

Although the Tender Offer is scheduled to expire at 11:59 p.m. (New York City time) on December 21, 2018, the Company does not expect to accept for purchase any tenders of Notes after the Early Tender Date because the aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of the Early Tender Date exceeded the Maximum Tender Amount.

The Company's obligation to accept for purchase, and to pay for, Notes that are validly tendered (and not validly withdrawn) is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer Documents. The Company may amend, extend or, subject to certain conditions and applicable law, terminate the Tender Offer at any time in its sole discretion.

Neither the issuance of this press release, the delivery of the Offer to Purchase nor any purchase pursuant to the Tender Offer shall under any circumstances create any implication that the information contained in this press release or the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in Cementos Pacasmayo's affairs since the date hereof or thereof.

This press release does not constitute an offer or an invitation to participate in the Tender Offer. The Tender Offer is being made solely pursuant to the Offer Documents, copies of which have been delivered to registered holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer. Holders are urged to read the Offer Documents carefully before making any decision with respect to their Notes. The Tender Offer is not being made to, nor will Cementos Pacasmayo accept tenders of Notes or delivery of consents from, holders in any jurisdiction in which it is unlawful to make such an offer or solicitation.

D. F. King & Co., Inc. is acting as the tender and information agent (the "Tender and Information Agent") for the Tender Offer. J.P. Morgan Securities LLC and Credicorp Capital Servicios Financieros S.A. are acting as dealer managers for the Tender Offer.

For further information about the Tender Offer, please contact the Tender and Information Agent at 48 Wall Street, 22nd Floor, New York, New York 10005, telephone number: +1 (866) 521-4192 (toll-free) or +1 (212) 269-5550 (collect) or email cpac@dfking.com. Requests for documentation should be directed to the Tender and Information Agent.

About Cementos Pacasmayo S.A.A.

Cementos Pacasmayo S.A.A. is a cement company, located in the Northern region of Peru. In February 2012, American Depositary Shares, each representing five of the Company's common shares, were listed on The New York Stock Exchange - Euronext under the ticker symbol "CPAC." With more than 60 years of operating history, the Company produces, distributes and sells cement and cement-related materials, such as concrete blocks and ready-mix concrete. The Company's products are primarily used in construction, which has been one of the fastest-growing segments of the Peruvian economy in recent years. The Company also produces and sells quicklime for use in mining operations.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to Cementos Pacasmayo's expectations regarding the performance of its business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those described under the section entitled "Risk Factors" in Cementos Pacasmayo's Annual Report on Form 20-F for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (the "SEC") on April 30, 2018, as such factors may be updated from time to time in its periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in Cementos Pacasmayo's other periodic filings with the SEC. Cementos Pacasmayo undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.